## Facts

- Graybar Electric Co., Inc. supplied electrical equipment to Pine Tree Electric Company, Inc. and previously extended Pine Tree credit, but later cut off credit after late payments.
- Hollis R. Sawyer invested $100,000 in Pine Tree and advanced additional funds totaling nearly $300,000.
- After Pine Tree reorganized, Sawyer became the sole preferred stockholder with all voting power and served as vice-president, though he did not manage daily operations.
- On July 7, 1980, Sawyer, Pine Tree representatives, and Graybar personnel met to reestablish a business relationship and reopen Pine Tree’s credit account.
- Graybar witnesses testified that Sawyer orally promised that if Pine Tree did not pay its account, he would pay it.
- Graybar reopened Pine Tree’s credit account and, within a week, sent Sawyer a letter confirming its understanding that Sawyer had personally guaranteed Pine Tree’s obligations; Sawyer did not respond.
- Graybar sold additional goods on credit to Pine Tree, including a telephone switch costing about $30,000.
- Pine Tree failed to pay for the switch and other items and went out of business.
- Graybar sued Sawyer for the unpaid balance based on the alleged oral guaranty; a jury awarded Graybar $30,203.25.
- Sawyer appealed; Graybar cross-appealed the denial of attorney’s fees and interest.

## Issues

1. Whether a post-meeting letter recounting Sawyer’s alleged oral guaranty was inadmissible hearsay.
2. Whether the Statute of Frauds barred enforcement of Sawyer’s alleged oral promise to answer for Pine Tree’s debt, or whether the “main purpose/leading object” exception applied.
3. Whether the evidence supported the jury’s finding of reasonable reliance and liability, and whether Graybar was entitled to attorney’s fees and interest.

## Decision

- The Supreme Judicial Court of Maine affirmed the judgment for Graybar in the amount of $30,203.25.
- The court held that admitting the confirming letter was not reversible error.
- The court held there was sufficient evidence for the jury to find Sawyer’s promise fell within the Statute of Frauds “main purpose” exception and was enforceable without a writing.
- The court denied Graybar’s cross-appeal and upheld the denial of attorney’s fees and interest.

## Legal Principles

- A promise to answer for another’s debt generally must be in writing to be enforceable under the Statute of Frauds.
- An oral promise may be enforceable under the “main purpose/leading object” exception when the promisor’s primary object is to advance or protect the promisor’s own pecuniary or business interest rather than act as a mere surety.
- A business letter confirming an alleged oral undertaking may be admissible for limited, non-hearsay purposes (e.g., to show course of dealing, notice, or the basis for reliance) and may corroborate testimony about the parties’ understanding.

## Conclusion

The court upheld a verdict enforcing an investor-officer’s alleged oral guaranty because the evidence permitted a finding that the guaranty was made to protect the promisor’s own substantial financial interest in the debtor company, bringing the promise within the Statute of Frauds “main purpose” exception, and it found no reversible error in admitting a confirming letter or denying fees and interest.


Graybar Elec. Co. v. Sawyer, 485 A.2d 1384 (Me. 1985)